Acquirer's Representations and Warranties. Acquirer's representations and warranties set forth in Section 2.1 shall be true and correct in all material respects as if made again on the Closing Date, and Acquirer shall have executed and delivered to Contributor at Closing a certificate to the foregoing effect.
Acquirer's Representations and Warranties. The representations and warranties of Acquirer set forth herein shall be true and correct at the Closing as though made at and as of that date, except as affected by transactions contemplated hereby.
Acquirer's Representations and Warranties. Acquirer makes the following representations and warranties and agrees that Contributor’s obligations under this Agreement are conditioned upon the truth and accuracy of such representations and warranties, both as of the Effective Date and as of the Closing Date:
Acquirer's Representations and Warranties. Except as disclosed in a correspondingly numbered section of the disclosure schedule (the “Acquirer Disclosure Statement”) delivered by Acquirer to ICNB prior to the execution of this Agreement, Acquirer represents and warrants to ICNB as follows; provided, however, the disclosure in the Acquirer Disclosure Statement of an item or matter in response or in reference to one provision or representation shall be deemed responsive to other provisions and representations where the applicability of such item or matter to other provision(s) is reasonably apparent:
Acquirer's Representations and Warranties. All ----------------------------------------- representations and warranties of Acquirer contained herein shall be true and correct in all material respects on the date of this Agreement and on the Closing date.
Acquirer's Representations and Warranties. 7 3.1 Authorization; No Conflicts, Etc 7 3.2 Organization and Good Standing 8 3.3 Subsidiaries 8 3.4 Capital Stock 9 3.5 Acquirer Common Stock 9 3.6 Financial Statements 9 3.7 Absence of Undisclosed Liabilities 10 3.8 Absence of Material Adverse Changes 10 3.9 Legal Proceedings 10 3.10 Regulatory Filings 10 3.11 No Indemnification Claims 11 3.12 Conduct of Business 11 3.13 Proxy Statement, Etc 12 3.14 Agreements with Bank Regulators 12 3.15 Tax Matters 13 3.16 Environmental Matters 13 3.17 Investment Bankers and Brokers 14 3.18 Necessary Capital 14 3.19 Reorganization 14 3.20 Allowance for Loan Losses 14 i Table of Contents (continued) 3.21 Public Communications; Securities Offering 14 3.22 Fairness Opinion 15 ARTICLE IV - KEYSTONE REPRESENTATIONS AND WARRANTIES 15 4.1 Authorization, No Conflicts, Etc 15 4.2 Organization and Good Standing 16 4.3 Subsidiaries 16 4.4 Capital Stock 17 4.5 Financial Statements 17 4.6 Absence of Undisclosed Liabilities 18 4.7 Absence of Material Adverse Changes 18 4.8 Legal Proceedings 18 4.9 Regulatory Filings 19 4.10 No Indemnification Claims 19 4.11 Conduct of Business 19 4.12 Proxy Statement, Etc 20 4.13 Agreements with Bank Regulators 20 4.14 Tax Matters 21 4.15 Title to Properties 22 4.16 Condition of Real Property 22 4.17 Real and Personal Property Leases 23 4.18 Required Licenses, Permits, Etc 24 4.19 Material Contracts and Changes of Control 24 4.20 Certain Employment Matters 25 4.21 Employee Benefit Plans 27 4.22 Environmental Matters 28 4.23 Duties as Fiduciary 30 4.24 Investment Bankers and Brokers 30 4.25 Fairness Opinion 30 4.26 Keystone-Related Persons 30 4.27 Change in Business Relationships 31 4.28 Insurance 31 4.29 Books and Records 31 4.30 Loan Guarantees 32 4.31 Events Since January 1, 2005 32 4.32 Allowance for Loan Losses 33 4.33 Loans and Investments 33 4.34 Loan Origination and Servicing 33 4.35 Public Communications; Securities Offering 33 4.36 No Xxxxxxx Xxxxxxx 33 4.37 Joint Ventures; Strategic Alliances 34 4.38 Policies and Procedures 34 ii Table of Contents (continued) ARTICLE V - COVENANTS PENDING CLOSING 34 5.1 Disclosure Statements; Additional Information 34 5.2 Changes Affecting Representations 34 5.3 Keystone's Conduct of Business Pending the Effective Time 35 5.4 Approval of Plan of Merger by Keystone Shareholders 38 5.5 Regular Dividends 39 5.6 Technology-Related Contracts 39 5.7 Indemnification and Insurance 40 5.8 Exclusive Commitment 41 5.9 Other Filings 42 5.10 Miscellaneous Agreements an...
Acquirer's Representations and Warranties. Except as disclosed in a correspondingly numbered section of the disclosure schedule (the “Acquirer’s Disclosure Statement”) delivered by Acquirer to Keystone prior to the execution of this Agreement, Acquirer represents and warrants to Keystone as follows; provided, however, the disclosure in the Acquirer’s Disclosure Statement of an item or matter in response or in reference to one provision or representation shall be deemed responsive to other provisions and representations where the applicability of such item or matter to other provision(s) is reasonably apparent:
